Section 351.430

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS

Chapter 351

Effective - 01 Jul 2001, 2 histories, see footnote   (history) 

  351.430.  Articles of merger or consolidation, how executed — contents — summary articles permitted, when, contents. — 1. Upon such approval, articles of merger or articles of consolidation shall be executed in duplicate by each corporation by its president or a vice president, and verified by him, and the corporate seal of each corporation shall be thereto affixed, attested by its secretary or an assistant secretary, and shall set forth:

  (1) The plan of merger or the plan of consolidation;

  (2) As to each corporation, the number of shares outstanding;

  (3) As to each corporation, the number of shares voted for and against such plan, respectively.

  2. In lieu of the delivery of articles of merger or articles of consolidation as required pursuant to section 351.435, summary articles of merger or summary articles of consolidation, executed pursuant to section 351.046, may be filed pursuant to section 351.046 to be effective pursuant to section 351.048. Such summary articles shall state:

  (1) The name and state of incorporation of each of the constituent corporations;

  (2) That a plan of merger or consolidation has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations as required by this chapter;

  (3) The name of the surviving corporation in the case of a merger or the new corporation in the case of a consolidation;

  (4) In the case of a merger, such amendments or changes in the articles of the surviving corporation as are desired to be effected by the merger, or, if no such amendments or changes are desired, a statement that the articles of incorporation of the surviving corporation shall be the articles of incorporation;

  (5) In the case of a consolidation, that the articles of incorporation of the new corporation shall be as set forth in an attachment to the summary articles;

  (6) That the executed plan of merger or consolidation is on file at the principal place of business of the surviving corporation in the case of a merger, or new corporation in the case of a consolidation stating the address thereof; and

  (7) That a copy of a plan of merger or consolidation will be furnished by the surviving corporation in the case of a merger or the new corporation in the case of a consolidation, on request and without cost, to any shareholder of any constituent corporation.

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(L. 1943 p. 410 § 66, A.L. 2001 S.B. 288)

Effective 7-1-01